Common use of No Prior Merger Sub Operations Clause in Contracts

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.

Appears in 88 contracts

Samples: Agreement and Plan of Merger (Myers Industries Inc), Agreement and Plan of Merger (Fdctech, Inc.), Agreement and Plan of Merger (RDE, Inc.)

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No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated herebyTransactions.

Appears in 11 contracts

Samples: Agreement and Plan of Merger (Alteryx, Inc.), Agreement and Plan of Merger (Castle Biosciences Inc), Agreement and Plan of Merger (Castle Biosciences Inc)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations operations, nor does it have any assets or liabilities, other than in connection with the transactions contemplated hereby.

Appears in 7 contracts

Samples: Agreement and Plan of Merger and Reorganization (CWR 1, LLC), Agreement and Plan of Merger and Reorganization (Trustfeed Corp.), Agreement and Plan of Merger and Reorganization (Zev Ventures Inc.)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated herebyContemplated Transactions.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Opko Health, Inc.), Agreement and Plan of Merger (Versant Corp), Agreement and Plan of Merger (Versant Corp)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby. Parent is the sole stockholder of Merger Sub.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Neumora Therapeutics, Inc.), Agreement and Plan of Merger (Sana Biotechnology, Inc.), Agreement and Plan of Merger (Revolution Medicines, Inc.)

No Prior Merger Sub Operations. The Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (VNUE, Inc.), Agreement and Plan of Merger (Appliance Recycling Centers of America Inc /Mn), Agreement and Plan of Merger (Appliance Recycling Centers of America Inc /Mn)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby. Merger Sub has not incurred, directly or indirectly, any liabilities or obligations except those in connection with its organization or with the negotiation and execution of this Agreement and the performance of the transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Scopus Video Networks Ltd.), Agreement and Plan of Merger (Harmonic Inc), Agreement and Plan of Merger (Scopus Video Networks Ltd.)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions Merger contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Optical Communication Products Inc), Agreement and Plan of Merger (Oplink Communications Inc)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated herebyMerger and the other Transactions. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Splunk Inc), Agreement and Plan of Merger (Cisco Systems, Inc.)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger Transactions and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated herebyTransactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (IntraLinks Holdings, Inc.), Agreement and Plan of Merger (Synchronoss Technologies Inc)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger Merger, has no assets or Liabilities and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ooma Inc), Agreement and Plan of Merger (Zynga Inc)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger Merger, has no Liabilities and has not engaged in any business activities or conducted any operations operations, in each case, other than in connection with the transactions contemplated herebyformation of Merger Sub or the Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Farfetch LTD)

No Prior Merger Sub Operations. The Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated herebyMerger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (ComSovereign Holding Corp.), Agreement and Plan of Merger (ComSovereign Holding Corp.)

No Prior Merger Sub Operations. The Merger Sub was Subs were formed solely for the purpose of effecting the Merger and has have not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Facebook Inc)

No Prior Merger Sub Operations. Each of Merger Sub No. 1 and Merger Sub No. 2 was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (nFusz, Inc.)

No Prior Merger Sub Operations. Merger Sub was Subs were formed solely for the purpose of effecting the Merger Mergers and has have not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (23andMe Holding Co.)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger transactions contemplated hereby and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PLBY Group, Inc.)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated herebyhereby and those incidental to its formation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Abm Industries Inc /De/)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger Merger, and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Koppers Holdings Inc.)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger Merger, has no assets or liabilities, and has not engaged in any business activities or conducted any material operations other than in connection with the transactions contemplated herebyhereby (including, without limitation, the Debt Financing).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Answers CORP)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated herebyby this Agreement and the other Covered Agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MTS Systems Corp)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger Merger, has no assets or liabilities, and has not engaged in any business activities or conducted any material operations other than in connection with the transactions Transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Telular Corp)

No Prior Merger Sub Operations. Each Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (One Stop Systems, Inc.)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

Appears in 1 contract

Samples: Agreement and Plan of Merger (STAMPS.COM Inc)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby. Merger Sub has no assets or liabilities except for those arising under this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (GigCapital2, Inc.)

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No Prior Merger Sub Operations. The Merger Sub was Subs were formed solely for the purpose of effecting the Merger Mergers and has have not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated herebyMergers.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ComSovereign Holding Corp.)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger Merger, has no assets or liabilities, and has not engaged in any business activities or conducted any material operations other than in connection with the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Neophotonics Corp)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions Transactions. Prior to the Effective Time, Merger Sub will not have engaged in any other business activities or incurred obligations or other Liabilities except as contemplated herebyby this Agreement. All of the issued and outstanding capital stock of Merger Sub is, and as of the Effective Time will be, owned by Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bioventus Inc.)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated herebyby this Agreement and the Ancillary Documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medicine Man Technologies, Inc.)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.. 37

Appears in 1 contract

Samples: Agreement and Plan of Merger (PROS Holdings, Inc.)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with or anticipation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fat Brands, Inc)

No Prior Merger Sub Operations. The Merger Sub was Subs were formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rocket Fuel Inc.)

No Prior Merger Sub Operations. The Merger Sub was Subs were formed solely for the purpose of effecting the Merger and has have not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Limelight Networks, Inc.)

No Prior Merger Sub Operations. Each of the Merger Sub Subs was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Marin Software Inc)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger Merger, has no assets or liabilities and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Infor, Inc.)

No Prior Merger Sub Operations. The Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Logiq, Inc.)

No Prior Merger Sub Operations. Merger Sub was Subs were formed solely for the purpose of effecting the Merger and has have not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby. Other than Liabilities under this Agreement, Merger Subs have no outstanding Liabilities.

Appears in 1 contract

Samples: Escrow Agreement (Repligen Corp)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger and the other Transactions and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated herebyMerger and the other Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Meru Networks Inc)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NCS Multistage Holdings, Inc.)

No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities of any type or kind whatsoever, incurred any Liability, entered into any agreement or arrangement with any Person, or conducted any operations other than in connection with its incorporation or organization, the transactions contemplated herebydue diligence investigation of the Company and its Subsidiaries or the negotiation and consummation of this Agreement and the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Model N, Inc.)

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